The world’s slowest adaptation of a 300-page book inches forward with dwarves, wizards, a hobbit, etc., in The Hobbit: The Desolation of Smaug, which will probably be known as “the one that finally gets to the dragon.”

When last we left Bilbo (Martin Freeman) and his dwarf buddies, they had just been rescued by eagles, been flown to the top of a big rock, been shown the Lonely Mountain (their destination in this three-movie quest) and left the audience wondering why the eagles didn’t just fly them all the way the heck to where they were going. Well, they didn’t — maybe eagles charge by the mile or something — so back we go to the hike through Middle-earth. Bilbo, you’ll remember, has joined would-be dwarf-king Thorin (Richard Armitage) and assorted other dwarves in a quest to take back their ancestral homeland, the Lonely Mountain. The Lonely Mountain was captured by a big, fire-breathing dragon named Smaug (a motion-capture Benedict Cumberbatch), who still lives there, killing time by rolling around in massive piles of gold (hey, who wouldn’t?). Also, old battles and new power struggles have a group of orcs following the dwarves as they head to the mountain.

In this movie, a tussle with some elves as the dwarves pass through a creepy forest also leads them to pick up two protectors — Legolas (Orlando Bloom) and Tauriel (Evangline Lilly), two elves who feel they need to help the dwarves because of an encroaching evil. They also have some tortured, forbidden longing between them, which seems to be there for the purposes of having a few characters with easily understandable motivations. Also in that vein, we meet Girion (Luke Evans), a human living in Lake-town, which is literally a town on the lake near Lonely Mountain. When he figures out who the dwarves are, he realizes that they are literally going to poke the dragon who is likely to rain fire down on the town where he and his children live.

And back to the issue of Encroaching Evil — The Hobbit, you’ll recall, is a prequel to the Lord of the Rings books — wizard Gandalf (Ian McKellan) spends most of his time in this movie off on his own investigating the rise of a powerful enemy.

Here’s my major beef with this movie, and it isn’t even the nearly three-hour runtime: stakes. What are the stakes in this movie? There are so many magical creatures. There is so much backstory and “meanwhile” story and “this may be important much later” story jammed in every possible crevice, like a kid stuffing her face with Goldfish crackers, that the story starts to make Game of Thrones look streamlined. But all this story-telling stuff, all these characters with names like Ikea furniture, don’t feel like rich texture, like world-building. They feel like clutter, clutter getting in the way of my caring about the central thing I’m supposed to care about here. That thing? Beats me. From the opening sceen of the first Hobbit and the Lord of the Rings movies, I already have a good sense of who lives and generally how things shake out for Bilbo. I can guess, based on being a person who has seen movies and TV before this, that the entire cast isn’t going to die, Hamlet-style, at the end of this movie, because somebody needs to be around for the next movie. I have nothing to root for in this movie other than seeing the dragon.

And that’s what this movie boiled down to for me: moments (not nearly enough) when just the thing happening on screen (not its context in the story or — ha — its emotional weight) was fun enough to hold my attention. So, I liked the dragon — sure, it’s a pretty CGI-ish CGI dragon, but it’s still a dragon. I liked Lake-town. It was a visually interesting city, even if its “the people are discontented” political backstory felt like so much “meh.” I liked the character of Tauriel — a Peter Jackson addition because, I’m guessing, someone pointed out it might be good to have one other significant female character in addition to Cate Blanchett. She was a spiffy fighter and while I think a good die-off of characters mid-movie would have been helpful in narrowing the field, I didn’t mind that one of the additions was her. And there are some sequences — an escape via barrel wherein the dwarves are bobbing down a rushing river while also fighting orcs and elves — that, while cartoony in the cheesiest ways, do still have elements of fun.

That scene in particular pointed out why serious devotees of this series might want to spring for the 3-D or even the high frame rate version of the movie. I saw the film in regular 2-D and while I appreciated not dealing with the headache-causing visuals of the fancier versions, the movie overall felt less spectacular. There was an almost grainy quality and, during effects-heavy action scenes, an added layer of fakeness.

Parts of The Hobbit: The Desolation of Smaug are fine, but not enough of the movie has the energy to carry its bloated story and cast. C+

Rated PG-13 for extended sequences of intense fantasy action violence, and frightening images. Directed by Peter Jackson with a screenplay by Fran Walsh & Philippa Boyens & Peter Jackson & Guillermo Del Toro (from the book by J.R.R. Tolkien), The Hobbit: The Desolation of Smaug is two hours and 41 minutes long and is distributed by Warner Bros.